Common use of Organization; Subsidiaries Clause in Contracts

Organization; Subsidiaries. (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company. (b) Other than as set forth in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents.

Organization; Subsidiaries. (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company.have (b) Other than as set forth in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter its subsidiaries owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's ’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) Company Each of Parent and each of its subsidiaries Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Except as set forth in the Parent SEC Reports (as defined in Section 8.33.5(a)) on Company. (b) Other than as set forth in Part 2.1 of filed prior to the Company Disclosure Letterdate hereof, neither Company Parent nor any Subsidiary of the other corporations identified in Part 2.1 of the Company Disclosure Letter Parent directly or indirectly owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanyParent. Neither Company Parent nor any of its subsidiaries Subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither CompanyParent, nor any of its subsidiariesSubsidiaries, is a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 3.1 of the Company Parent Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and CompanyParent's direct or indirect equity interest therein. (cb) Company Parent has delivered or made available to Parent Company a true and correct copy of the Certificate of Incorporation and Bylaws of Company Parent and similar governing instruments of each of its subsidiariesSubsidiaries, each as amended to date (collectively, the "Company Parent Charter Documents"), and each such instrument is in full force and effect. Neither Company Parent nor any of its subsidiaries Subsidiaries is in violation of any of the provisions of the Company Parent Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are set forth on Part 2.1 to the Company Disclosure Letter) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure Letter, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of the Company. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Except for the Company's interest in Hidel Partners, neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and the Company's direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. There are no proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of Montana. Each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of the State of its incorporation formation or incorporation, as the case may be. Each of the Company and its Subsidiaries has all requisite corporate full power and authority, authority to carry on its business as presently conducted by it and all requisite qualifications to own or hold under lease the properties and assets it now owns or holds under lease. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporationcorporation or company (as applicable) in all jurisdictions where the nature of the property owned or leased by it, to conduct or the nature of its business in the manner in which its business is currently being conductedbusiness, makes such qualification necessary, except where the failure to be so organized, existing qualified or be in good standing or to have such power, authority or qualifications would notstanding, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect Effect, which jurisdictions are listed opposite such company’s name on Schedule 4.4(a). The name of each director and officer of the Company and each Subsidiary thereof is set forth opposite the position held by same, on Schedule 4.4(a). The Company has delivered to the Purchaser true and correct copies of the Company’s and its Subsidiaries’ (i) corporate, limited liability company, partnership or other organizational documents, including, but not limited to, certificates or articles of incorporation, bylaws, operating agreements, certificates of limited partnership, partnership agreements and certificates of existence, as defined in Section 8.3applicable, (ii) on Companyminute books (containing the records of meetings of the stockholders and boards of directors or committees thereof), and (iii) stock ledgers or records. (b) The Company has no Subsidiaries other than those set forth on Schedule 4.4(b). Other than as set forth in Part 2.1 on Schedule 4.4(b), the Company owns beneficially and of record 100% of the Company Disclosure Letteroutstanding capital stock or other equity interests of each Subsidiary thereof set forth thereon, neither Company nor free and clear of all Liens (other than restrictions on transfer arising under any applicable securities laws or Liens under the Credit Agreement). Except as set forth in Schedule 4.4(b), there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the voting (including, without limitation, voting trusts and proxies), sale, purchase, redemption or other corporations identified in Part 2.1 transfer of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 Subsidiary of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to do carry on its business as a foreign corporation, to conduct its business in the manner in which its business is currently now being conducted, ; and (iii) except where the failure as would not reasonably be expected to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.38.3(c)) on the Company, is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. (b) Other than as set forth in Part 2.1 of Neither the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect effect, under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither The Company nor has not taken any of its subsidiaries is action in violation of any of the provisions of the Company Charter DocumentsArticles of Incorporation and Bylaws of the Company. None of the Company's subsidiaries have taken any action in violation of its respective governing instruments, except as would not reasonably be expected to have a Material Adverse Effect on the Company.

Organization; Subsidiaries. (a) Company and each of its material subsidiaries (which material subsidiaries are set forth on Part 2.1 to the Company Disclosure Letter) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its material subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule Table of Contents owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's ’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents"), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to do carry on its business as a foreign corporation, to conduct its business in the manner in which its business is currently now being conducted, ; and (iii) except where the failure as would not reasonably be expected to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.38.3(c)) on the Company, is duly qualified or licensed to do business in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. (b) Other than as set forth in Part 2.1 of Neither the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect effect, under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's ’s direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither The Company nor has not taken any of its subsidiaries is action in violation of any of the provisions of the Company Charter DocumentsArticles of Incorporation and Bylaws of the Company. None of the Company’s subsidiaries have taken any action in violation of its respective governing instruments, except as would not reasonably be expected to have a Material Adverse Effect on the Company.

Organization; Subsidiaries. (a) Company and each of its subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other applicable entity power and authorityauthority to own, lease and all requisite qualifications operate its assets and properties and to carry on its business as now being conducted; and (iii) except as would not be material to Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations or other entities identified in Part 2.1 of the Company Disclosure LetterSchedules, neither Company nor any of the other corporations or other entities identified in Part 2.1 of the Company Disclosure Letter Schedules owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure LetterSchedules, except for passive investments in equity interests of public companies as part of the cash management program of the Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, Company nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedules indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents")date, and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documentsits Articles of Incorporation or Bylaws or equivalent governing instruments.

Organization; Subsidiaries. (a) Each Target Company and each of its subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all the requisite corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and properties and to carry on its business as now being conducted; and (iii) is duly qualified or licensed to do business as a foreign corporationin each jurisdiction where the character of the properties owned, to conduct leased or operated by it or the nature of its business in the manner in which its business is currently being conductedactivities makes such qualification or licensing necessary, except where the failure to be so organized, existing qualified or in good standing or to have such power, authority or qualifications licensed would not, individually or in the aggregate, not have a Company Material Adverse Effect Effect. Part 2.1(a) of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where any Target Company is qualified or licensed to do business. Part 2.1(a) of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity (as defined in Section 8.3) on other than the Company), and the ownership of all securities of such entity, including the direct or indirect equity interest of each Target Company therein (all of which are held free and clear of all Encumbrances). (b) Other than as set forth the Subsidiaries identified in Part 2.1 2.1(a) of the Company Disclosure LetterSchedule, neither no Target Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Person. No Target Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, Contract as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entityPerson. Neither Company, nor No Target Company has at any of its subsidiaries, is time been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest thereinPerson. (c) The Company has delivered or made available to Parent a true and correct copy copies of the Certificate Articles of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiariesSubsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither No Target Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents that the Company intends to adopt on or prior to the Closing Date. (d) Part 2.1(d) of the Company Disclosure Schedule lists all of the current directors and officers (or equivalent) of each Target Company.

Organization; Subsidiaries. (a) Company Title and each of its subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other applicable entity power and authorityauthority to own, lease and all requisite qualifications operate its assets and properties and to carry on its business as now being conducted; and (iii) except as would not be material to Title, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 3.1 of the Company Disclosure LetterTitle Schedules, neither Company Title nor any of the other corporations or other entities identified in Part 2.1 3.1 of the Company Disclosure Letter Title Schedules owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 3.1 of the Company Disclosure LetterTitle Schedules, except for passive investments in equity interests of public companies as part of the cash management program of Companythe Title. Neither Company Title nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, Title nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 3.1 of the Company Disclosure Letter Title Schedules indicates the jurisdiction of organization of each entity listed therein and CompanyTitle's direct or indirect equity interest therein. (c) Company Title has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of Company Title and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents")date, and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries (which subsidiaries are identified on Part 2.1 of the Company Disclosure Schedule) (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all requisite the corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and property and to carry on its business as now being conducted; and (iii) except as would not be material to the Company, is duly qualified or licensed to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except each jurisdiction where the failure to be so organizedcharacter of the properties owned, existing leased or in good standing operated by it or to have the nature of its activities makes such power, authority qualification or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Companylicensing necessary. (b) Other than as set forth the corporations identified in Part 2.1 of the Company Disclosure LetterSchedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter Schedule owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of CompanySchedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither the Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter Schedule indicates the jurisdiction of organization of each entity listed therein and the Company's direct or indirect equity interest therein. (c) The Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.

Organization; Subsidiaries. (a) The Company and each of its subsidiaries identified in Section 3.1(a) -------------- of the written disclosure schedule delivered by Company to Parent (the "Company ------- Disclosure Schedule") is a corporation duly organized, validly existing and in good standing ------------------- under the laws of the jurisdiction of its incorporation in which it is organized and has all the requisite corporate power and authority, authority to carry on its business as now being conducted. The Company and all requisite qualifications each of its subsidiaries is duly qualified or licensed to do business as a foreign corporation, to conduct and is in good standing in each jurisdiction (domestic or foreign) in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in the manner in which its business is currently being conducted, except such jurisdictions where the failure to be so organized, existing qualified or in good standing or to have such power, authority or qualifications licensed would not, individually or in the aggregate, not have a Material Adverse Effect (as defined in Section 8.39.5) on the Company. Section 3.1(a) of the Company Disclosure Schedule indicates the -------------- jurisdiction of organization of each subsidiary of the Company and the Company's direct or indirect equity interest therein. True and correct copies of the Certificate of Incorporation and By-laws of the Company and copies of similar governing instruments of each of its subsidiaries (collectively, the "Company ------- Charter Documents") have been delivered to Parent and each such instrument is in ----------------- full force and effect. (b) Other than Except as set forth in Part 2.1 on Section 3.1(a) of the Company Disclosure Letter-------------- Schedule, neither the Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter its subsidiaries owns any capital stock of, or any equity interest of any nature in, any other corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of the Company. All subsidiaries of the Company are owned by the Company in the manner set forth on Section 3.1(a) to the Company Disclosure -------------- Schedule. Neither the Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect nature under which it may become obligated to make any future material investment in or material capital contribution to any other entity. The Company does not have any subsidiaries that would constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X promulgated by the SEC other than Xitron, Incorporated, a Michigan corporation. Neither the Company, nor any of its subsidiaries, is a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter Documents"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents.

Organization; Subsidiaries. (a) Each Target Company and each of its subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and in which it is organized; (ii) has all the requisite corporate or other power and authorityauthority to own, lease and all requisite qualifications operate its assets and properties and to carry on its business as now being conducted; and (iii) is duly qualified or licensed to do business as a foreign corporationin each jurisdiction where the character of the properties owned, to conduct leased or operated by it or the nature of its business in the manner in which its business is currently being conductedactivities makes such qualification or licensing necessary, except where the failure to be so organized, existing qualified or in good standing or to have such power, authority or qualifications licensed would not, individually or in the aggregate, not have a Company Material Adverse Effect Effect. Part 2.1(a) of the Company Disclosure Schedule lists each Subsidiary of the Company and each jurisdiction where any Target Company is qualified or licensed to do business. Part 2.1(a) of the Company Disclosure Schedule indicates the jurisdiction of organization of each entity listed therein, the capitalization of each such entity (as defined in Section 8.3) on other than the Company), and the ownership of all securities of such entity, including the direct or indirect equity interest of each Target Company therein (all of which are held free and clear of all Encumbrances). (b) Other than as set forth the Subsidiaries identified in Part 2.1 2.1(a) of the Company Disclosure LetterSchedule, neither no Target Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Person. No Target Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, written or oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, Contract as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entityPerson. Neither Company, nor No Target Company has at any of its subsidiaries, is time been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest thereinPerson. (c) The Company has delivered or made available to Parent a true and correct copy copies of the Certificate Articles of Incorporation and Bylaws of the Company and similar governing instruments of each of its subsidiariesSubsidiaries, each as amended to date (collectively, the "“Company Charter Documents"”), and each such instrument is in full force and effect. Neither No Target Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. The Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents that the Company intends to adopt on or prior to the Closing Date. (d) Part 2.1(d) of the Company Disclosure Schedule lists all of the current directors and officers (or equivalent) of each Target Company.

Organization; Subsidiaries. (a) Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect (as defined in Section 8.3) on Company. (b) Other than as set forth in Part 2.1 of the Company Disclosure Letter, neither Company nor any of the other corporations identified in Part 2.1 of the Company Disclosure Letter its subsidiaries owns any capital stock of, or any equity interest of any nature in, any corporation, partnership, joint venture arrangement or other business entity, other than the entities identified in Part 2.1 of the Company Disclosure Letter, except for passive investments in equity interests of public companies as part of the cash management program of Company. Neither Company nor any of its subsidiaries has agreed or is obligated to make, or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, as in effect as of the date hereof or as may hereinafter be in effect under which it may become obligated to make any future material investment in or material capital contribution to any other entity. Neither Company, nor any of its subsidiaries, is has, at any time, been a general partner of any general partnership, limited partnership or other similar entity. Part 2.1 of the Company Disclosure Letter indicates the jurisdiction of organization of each entity listed therein and Company's direct or indirect equity interest therein. (c) Company has delivered or made available to Parent a true and correct copy of the Certificate Articles of Incorporation and Bylaws of Company and similar governing instruments of each of its subsidiaries, each as amended to date (collectively, the "Company Charter DocumentsCOMPANY CHARTER DOCUMENTS"), and each such instrument is in full force and effect. Neither Company nor any of its subsidiaries is in violation of any of the provisions of the Company Charter Documents. Company has delivered or made available to Parent all proposed or considered amendments to the Company Charter Documents.